SYSMEX CORPORATION

Sysmex considers reinforcing corporate governance one of its most important management topics. We aim to maximize the overall corporate value of the Group through management robustness, better transparency and improved management speed and efficiency.

The Board of Directors consists of eight directors. The Board meets regularly once a month to deliberate on important management issues and convenes extraordinary meetings as necessary.

The Global Strategic Committee consists of the president and executive officers. As a rule, this committee meets once a month to deliberate on the Group’s management direction and important strategic issues.

The Steering Committee consists of the president and executive officers. The committee meets once a month, in principle, serving as a consultative body to the president to deliberate on important matters concerning the Group’s business.

The Group Management Reporting Committee consists of the president and executive officers, directors of overseas regional headquarters and division managers. The committee meets once every three months, in principle, reporting important matters concerning the Group’s operations.

The Operating Committee consists of managers of divisions. The Committee meets once a month to find solutions to cross-functional problems.

In the fiscal year ended March 31, 2010, the Board of Directors met 15 times, the Global Strategic Committee 12 times, the Steering Committee 17 times, the Group Management Reporting Committee four times and the Operating Committee 12 times to address matters relating to management strategy and important issues facing the Group.

The Board of Auditors consists of four corporate auditors, two of whom are external auditors. The corporate auditors attend the Board of Directors and Steering Committee meetings and maintain systems for appropriately supervising the conduct of business on the part of the directors. The corporate auditors also maintain close communications with the Internal Audit Office, exchanging information and opinions as necessary, and confirm and evaluate the appropriateness of business execution. The Board of Auditors will continue to enhance management soundness by engaging in appropriate supervision of the execution of business as stipulated by law. The Board of Auditors works closely with the accounting auditors on the audit plans report (annual) and the audit results reports (annual), exchanging information and opinions as necessary, such as when conducting internal control audits related to financial reporting.

The Company has contracted with Deloitte Touche Tohmatsu to perform a certified public accountants audit. In addition to conducting an audit of the entire Sysmex Group, the Company maintains an environment that makes it possible to rapidly cope with changes in the accounting system. The Company has contracts in place with several law offices and maintains a structure to solicit and obtain advice on important matters as necessary.

Systems for ensuring that the execution of duties by directors and employees is compliant with the law and the Articles of Incorporation
Sysmex defines compliance as "the conduct of open and aboveboard business activities on the basis of observance of laws and regulations and high ethical standards" and will maintain a system to ensure compliance as described below.

The Company is promoting and enhancing Group compliance, as it believes compliance countermeasures are the first and most important way to maintain society's trust and counter risk. The Company shall implement and strengthen compliance in the corporate group under the control of a compliance officer and compliance committee. The Company shall rigorously ensure compliance through education and training for directors and employees, promote the rapid detection and correction of violations of the law or the Articles of Incorporation by means of an internal compliance related reporting system, and conduct audits of the compliance structure by means of the Internal Audit Office.

Systems for the retention and management of information relating to the execution of duties by directors
The Company shall appropriately retain and manage information relating to the execution of duties by directors in accordance with document management regulations and maintain the information in a state available for inspection as necessary.

Regulations concerning the management of risk and other systems
To maintain a structure concerning risk management, the entire Group shall comply with risk management regulations established by the Risk Management Committee for the integrated management of risk throughout the Company. The Company shall endeavor to discover foreseeable risks, select the most important of these risks, clarify the sections responsible for coping with risks, establish countermeasures and engage in measures to mitigate risks.

Systems to ensure that directors execute their duties efficiently
The Company has positioned the Board of Directors as the institution to make important management decisions and supervise the execution of the Company's business affairs. The Company has introduced the executive officer system to be capable of making swifter operating decisions and respond quickly to changes in the business environment.

With respect to the management of business, the Company shall ensure the efficient execution of business in accordance with the organization regulations, scope of authority regulations, and approval procedure. The Company shall establish mid-term plans and annual management plans, periodically confirm the progress made with those plans, and take any necessary measures.

Systems to ensure the appropriateness of business activities in the corporate group
The Company shall ensure compliance in accordance with the compliance code applied to all the directors and employees of companies in the Group. In conformance with regulations established with respect to risk management, the Company shall maintain groupwide risk management systems based on those regulations. The Internal Audit Office shall conduct groupwide internal audits.

With regard to the management of affiliated companies, the Company shall respect the autonomy of the management of affiliated companies and ensure the appropriateness of business activities throughout the corporate group by such means as periodic reporting on the details of the business of affiliated companies and advance discussion concerning important matters.

Assignment and independence of employees to assist corporate auditors
Although the Company does not assign full-time staff to assist corporate auditors in the performance of their duties, employees of the Internal Audit Office cooperate with the corporate auditors to conduct efficient audits at important places of business.

At the request of the corporate auditors, the Company shall provide full-time staff to assist the Board of Auditors. In such case, the directors shall discuss with the corporate auditors in advance matters such as the transfer of such support staff.

Systems for reporting to the corporate auditors and systems for ensuring effective and efficient auditing by the corporate auditors
If a director discovers a violation of the law or the Articles of Incorporation or a material fact that poses risk of causing significant damage to the Company, the director is responsible for promptly reporting that fact to the Board of Auditors.

The corporate auditors shall attend Board of Directors and other important meetings, read important documents such as approval requests, and request explanations of directors and employees as necessary.